BIOREM INC.: Press Release.TORONTO -- BIOREM INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . (formerly Ontario Capital Opportunities Inc.)(the "Corporation") announced today that, further to its announcement of October 28, 2004 and December 16, 2004, it has completed the acquisition of all the issued and outstanding shares of Biorem Technologies Inc. ("Biorem"). See www.biorem.biz. The acquisition represents the completion of the Corporation's arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. Inc. (the "Exchange"). Upon issuance by the Exchange of the Final Exchange Bulletin approving the transaction, the Corporation will be a Tier 1 issuer whose shares will be listed for trading on the Exchange with the symbol (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:BRM BRM biologic response modifier. BRM Biological response modifier, see there ) commencing on the opening of business on January 21, 2005. Biorem is a corporation incorporated under the laws of the Province of Ontario and has its registered office and principal place of business located in Guelph, Ontario. Biorem designs and installs municipal and industrial biofilters for the North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. market. A biofilter is an air filtration device designed to support the capture and biological destruction of contaminants in an air stream. A biofilter incorporates a specialized filter media contained in a closed vessel or open basin. The proprietary media produced by Biorem contain selective microbes, which have the ability to biologically degrade the target contaminants. Contaminated air is preconditioned and forced through the filter media by means of a conventional fan and duct system. The airborne contaminants airborne contaminants, n.pl materials in the atmosphere that can affect the health of persons in the same or a nearby environment. Also referred to as air pollution. are transferred from the air stream to the moist surface of the media where they are oxidized oxidized having been modified by the process of oxidation. oxidized cellulose see absorbable cellulose. through a biological process to form carbon dioxide carbon dioxide, chemical compound, CO2, a colorless, odorless, tasteless gas that is about one and one-half times as dense as air under ordinary conditions of temperature and pressure. , water and inorganic salts. More than 100 Biorem biofilter systems have been installed and are in operation across the United States and Canada. The Corporation acquired all of the common shares of Biorem (the "Biorem Shares") pursuant to a share purchase agreement (the "Share Purchase Agreement") dated November 22, 2004. Each shareholder of Biorem received one share in the capital of the Corporation (the "Common Shares"), after the consolidation mentioned below, in exchange for each Biorem Share. The former shareholders of Biorem hold approximately 96% and the former shareholders of the Corporation hold approximately 4% of the shares in the capital of the Corporation. The Corporation issued a Filing Statement pursuant to Exchange policies, containing prospectus like disclosure regarding Biorem and the transaction on December 16, 2004. This filing statement is accessible on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review by viewing the Corporation's public documents. See www.sedar.com. The Share Purchase Agreement provided for the acquisition of the Biorem Shares at a purchase price, subject to adjustments, of approximately $19.35 million. The purchase price was satisfied by the issuance of Common Shares in the capital of the Corporation, after the consolidation of the Common Shares on a four for one basis, at the deemed value of $2.00 per share. All options, convertible debt and other rights to acquire securities in the capital of Biorem were cancelled or exercised as part of the transaction and all the shares, which were issued as a result were acquired by the Corporation. As part of the transaction, the shares in the capital of the Corporation were consolidated on the basis of four for one. Also, the Corporation changed its name to Biorem Inc., changed its auditors to KPMG KPMG Klynveld Peat Marwick Goerdeler (accounting firm) KPMG Kaiser Permanente Medical Group KPMG Keiner Prüft Mehr Genau (German) KPMG Kommen Prüfen Meckern Gehen LLP LLP - Lower Layer Protocol and changed the municipality of its registered office as approved by the shareholders of the Corporation at the special meeting of the shareholders held on December 16, 2004. After completing the share consolidation mentioned above, there were 425,000 Common Shares issued and outstanding in the capital of the Corporation. In addition, there were incentive options to acquire a further 42,500 Common Shares granted to the directors of the Corporation and options to acquire 25,000 Common Shares granted to the agent as part of the Corporation's initial public offering. The incentive options to acquire 42,500 Common Shares were exercised prior to completion of the transaction with the result that there were 467,500 Common Shares in the capital of the Corporation issued and outstanding immediately prior to the completion of the transaction. Of these 217,500 Common Shares were subject to Exchange escrow provisions. Biorem had 9,675,993 common shares issued and outstanding immediately prior to completion of the transaction. There were 1,201,650 Biorem Shares issued and outstanding as at December 31, 2003. Since that date and prior to the completion of the transaction, Biorem has: (a) repurchased for cancellation 52,500 Biorem Shares from the University of Waterloo The University of Waterloo (also referred to as UW, UWaterloo, or Waterloo) is a medium-sized research-intensive public university in the city of Waterloo, Ontario, Canada. The school was founded in 1957. ; (b) acquired rights to certain intellectual property in consideration for the allotment and issuance of 521,958 Biorem Shares; (c) capitalized certain indebtedness in consideration for the allotment and issuance of 4,304,270 Biorem Shares, at exercise prices ranging from $0.40 to $1.82 per share; (d) completed private placements aggregating 2,390,000 Biorem Shares at $2.00 per share; (e) issued 1,935,615 Biorem Common Shares pursuant to employee and other options at exercise prices ranging from $0.40 to $1.82 per share; and (f) repurchased 625,000 Biorem Shares from CVF (Compressed Volume File) See DOS DoubleSpace. Technologies Corporation. Immediately following the transaction, there are now 10,143,493 Common Shares in the capital of the Corporation issued and outstanding. These shares consist of 9,675,993 Common Shares held by persons who were shareholders of Biorem and 467,500 Shares held by persons who were shareholders of the Corporation. In addition, there are options to acquire a further 25,000 Common Shares as described above. A total of 6,754,035 Common Shares, which excludes the 42,500 Common Shares which were acquired pursuant to the incentive options described above, will be subject to Exchange escrow provisions. These provisions permit release of 25% of the escrowed shares Escrowed Shares Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives. at the time of the Final Exchange Bulletin approving the transaction and further 25% every six months thereafter. The only shareholder of the Corporation owning more than 10% of the issued and outstanding Common Shares is CVF Technologies Corporation ("CVF"). CVF is a company incorporated under the laws of Nevada having its head office located in Williamsville, New York Williamsville is a village in Erie County, New York in the United States. The population was 5,573 at the 2000 census. The village is named after Jonas Williams, an early settler. . CVF is quoted on the NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. . CVF is the registered owner of 3,540,000 Common Shares, all of which are subject to escrow, which represents approximately 34.9% of the issued and outstanding Common Shares in the capital of the Corporation. 25% of these shares will be released from escrow at the time of the Final Exchange Bulletin. The transaction constitutes an arm's length Qualifying Transaction. None of the non-arm's length parties to the Corporation had any interest in Biorem, were insiders of Biorem or otherwise had any relationship with non-arm's length parties of Biorem. As part of the transaction, the Corporation increased the size of its board of directors from four to five. The previous directors of the Corporation have resigned and John A. Coburn, Jeffrey I. Dreben, Brian P. Herner, Bernardo H. Llovera and Robert B. Nally, have been elected as directors in their place. The officers of the Corporation have resigned and Brian Herner has been elected as Chief Executive Officer and President, Robert Nally as Secretary and Hugh McCaul as Chief Financial Officer. The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release. |
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